3.7 Remuneration report

3.7 Remuneration report

The remuneration report describes UCB’s executive and non-executive director remuneration philosophy and policies and how executive compensation levels are set considering individual and company performance. The Governance, Nomination and Compensation Committee (the ‘GNCC’) oversees our executive and non-executive director compensation policies and plans. The Committee’s roles and responsibilities are described in the Corporate Governance Charter adopted by our Board of Directors.

Remuneration for non-executive Directors

UCB’s Board members (non-executive directors) are compensated for their services through a cash-based compensation program. The level of pay has been set based on benchmarks which include the remuneration of Board members of comparable European biopharmaceutical companies. We look to attract diverse set of Board member profiles that represent our market footprint, so in terms of remuneration – we consider both European Biopharma as well as BEL 20 benchmarks, with European Biopharma data constituting the primary reference, given our need to attract experts with a deep knowledge of our industry. The median levels of this peer group are the target. The proposal for the Chair is between the 25th percentile and median of the benchmark and at median level for the other Directors.

The Board members’ pay consists of a fixed annual payment for the Board and committee membership which can vary based on the specific mandate. Board members also receive a fee per meeting attended except for the Chair of the Board who receives only a fixed annual payment. The annual payments are pro-rated according to the number of months served as an active Board member during the calendar year. No long-term equity incentives nor other form of variable pay are granted. Following a full benchmarking and adjustment of Board remuneration made in 2019, and the position that shareholding could create a conflict of interest for long-term mandates, there is no plan to introduce a portion of remuneration in shares of the company for non-executive directors. An update to the level of pay was approved at the general meeting of shareholders held on 25 April 2019. The remuneration levels for UCB Board members are set as follows:

 

 

 

 

 

 

 

 

Board fees

Committee fees

Other

 

Annual fees

Board Attendance fees (per meeting)

Audit

Scientific

GNCC

Travel Allowance

Chair of the Board

€ 240 000

€ 33 500

€ 33 500

€ 22 500

 

Vice Chair

€ 120 000

€ 1 500

 

 

 

 

Directors

€ 80 000

€ 1 000

€ 22 500

€ 22 500

€ 17 000

 

Special Travel Allowance

 

 

 

 

 

€ 7 500

 

 

 

 

 

 

 

To take into consideration the considerable travel of some Board members, a special travel allowance was also approved with the updated fees, for those residing in a country where the time zone difference with Belgium is 5 hours or more (in addition to regular travel expense reimbursement).

The total remuneration of the members of the Board including committee fees for 2019 was as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Remuneration as committee member

 

 

 

Attendance rate

Fix remuneration as director

Board attendance fees

Audit Committee

GNCC

Scientific Committee

Travel allowance

Total1

1

Given the change in remuneration by General Meeting of 25 April 2019, new remuneration and fees are applied as from May 2019 (the previous policy amounts are shown in brackets above)

2

Member of the Board as from 25 April 2019 (appointment by the General Meeting of 25 April 2019)

3

Member of the Board until 25 April 2019

Evelyn du Monceau, Chair

7/7

€ 240 000 (€ 210 000)

 

 

€ 22 500 (€ 20 000)

 

 

€ 251 667

Pierre L. Gurdjian, Vice Chair

7/7

€ 120 000 (€ 105 000)

€10 500

 

€ 17 000 (€ 15 000)

 

 

€ 141 833

Jan Berger2

5/7

€ 80 000 (€ 70 000)

€ 5 000

 

 

 

€ 22 500

€ 80 833

Alice Dautry

7/7

€ 80 000 (€ 70 000)

€ 7 000

 

 

€ 22 500 (€ 20 000)

 

€ 105 333

Kay Davies

7/7

€ 80 000 (€ 70 000)

€ 7 000

 

€ 17 000 (€ 15 000)

€ 33 500 (€ 30 000)

 

€ 132 333

Albrecht De Graeve

7/7

€ 80 000 (€ 70 000)

€ 7 000

€ 33 500 (€ 30 000)

 

 

 

€ 116 000

Roch Doliveux

7/7

€ 80 000 (€ 70 000)

€ 7 000

 

 

 

 

€ 83 667

Charles-Antoine Janssen

6/7

€ 80 000 (€ 70 000)

€ 6 000

€ 22 500 (€ 20 000)

 

 

 

€ 104 333

Cyril Janssen

7/7

€ 80 000 (€ 70 000)

€ 7 000

 

 

 

 

€ 83 667

Viviane Monges

7/7

€ 80 000 (€ 70 000)

€ 7 000

€ 22 500 (€ 20 000)

 

 

 

€ 105 333

Norman J. Ornstein3

2/7

€ 80 000 (€ 70 000)

€ 2 000

 

 

 

 

€ 25 333

Jean-Christophe Tellier, Executive Director

7/7

€ 80 000 (€ 70 000)

€ 7 000

 

 

 

 

€ 83 667

Cédric van Rijckevorsel

7/7

€ 80 000 (€ 70 000)

€ 7 000

 

 

 

 

€ 83 667

Ulf Wiinberg

5/7

€ 80 000 (€ 70 000)

€ 5 000

€ 22 500 (€ 20 000)

 

 

€ 22 500

€ 125 833

3.7.1 UCB’s reward principles

To enable our culture to be deeply rooted, we continuously review how our reward tools and programs support our patient value strategy and long-term sustainable growth ambition. The following principles serve as a backbone to the design of our rewards offering across our entire workforce, so that it can supports us in:

  • Stimulating sustainable high performance and supporting our Patient Value ambition in a dynamic talent landscape;
  • Enabling an environment of innovation, collaboration and personal growth;
  • Providing an optimal individual experience by caring about our employees as we do for our patients.

3.7.2 The UCB Executive Remuneration Policy

The remuneration policy for members of the Executive Committee is set by the Board of Directors based on recommendations by the GNCC. The GNCC meets at least twice per year during which time it:

  • considers the market factors affecting the company’s current and future pay practices;
  • evaluates the effectiveness of our remuneration policies in recognizing performance and determines the appropriate evolution of the plans;
  • reviews the financial and non-financial targets of the different performance-based compensation programs and
  • determines the compensation levels of UCB’s Executive Committee team in view of their individual roles, competencies and performance.

The GNCC ensures that the reward programs applicable to the members of the Executive Committee, including equity incentives, pension schemes and other benefits, are aligned to these principles, are consistent with the overall remuneration framework of the Company, and are fair and appropriate to attract, reward, retain and motivate the Executive Committee team.

All modifications to the remuneration policy proposed in the 2018 Integrated Annual Report have been implemented in financial year 2019.   

3.7.3 Statement on the remuneration policy applied to the reported year: remuneration for executive directors

This section covers the competitive positioning strategy that UCB adopts against the market in which it operates. It also describes our executive compensation structure, the purpose of the different elements of pay and the link between pay and performance.

Benchmark for our reward program

In line with our total reward principles the form and level of our executive remuneration should be aligned to company performance, individual skills and performance and the relevant practices of comparable global biopharmaceutical companies with which we compete for talent. The GNCC regularly considers the appropriate mix and level of cash and equity awards to offer to its executives based on recommendations from the Talent and Company Reputation department. These recommendations are reviewed with our independent compensation consultant, Willis Towers Watson, to ensure the market competitiveness of our total direct compensation and to take into consideration market trends affecting our sector. An individual market assessment is typically conducted every other year to assess the competitiveness of the total direct compensation components for each executive.

The compensation package is composed of two main elements:

  • a fixed compensation element: base salary
  • a variable compensation element: consisting of a bonus and long-term incentives

The CEO and Executive Committee target total direct compensation mix is as follows:

Remuneration – Target total direct compensation mix for CEO and ExCom (bar chart)

UCB benchmarks its executive total compensation against a defined comparator group of international companies within the biopharmaceutical sector (companies with pharmaceutical and/or biotechnology activities). In the benchmark we take a focused approach to peer companies in Europe as well as the U.S. The companies in our peer group vary in size and therapeutic area. We prioritize peer companies that are fully-integrated biopharmaceuticals operating in a complex research-driven environment and including development and commercialization capabilities. Where possible we aim to include companies competing in the same therapeutic areas. While we target companies that broadly reflect UCB’s size, given that this is a limited group which would not provide robust data, company size is not the primary factor as regression analysis is also used to adjust data to UCB’s size. We currently have 14 companies in each of our European and U.S. peer groups.

The composition of our compensation peer group is monitored regularly and adjusted when appropriate, for instance when industry consolidation leads to less robust benchmarking.

UCB’s competitive positioning policy is to target median pay levels of this comparator group for all elements of total direct compensation. The LTI target levels are benchmarked against European biopharma levels. The actual compensation for each individual is determined considering their experience in relation to the benchmark as well as their impact on company performance.

Compensation elements and pay for performance

Our compensation program compensates executives for their responsibilities as well as individual and corporate performance. Both the short-term (bonus) and long-term incentives consider performance against targets which are set by the Board. Throughout the performance period, the ongoing achievements are monitored and at the moment of vesting or payout, the final results are validated by the corporate finance department before final approval by the Audit Committee and the Board.

The total direct compensation (base salary, bonus and long-term incentives) is highly variable depending on individual and corporate performance as illustrated below. A bonus will only be due if an acceptable threshold of company and/or individual performance is achieved. To reach 100% of bonus a stretched target must be met and only with very exceptional company and individual performance can the maximum be achieved. The pay for performance impact can be illustrated as follows for the CEO and is described in more detail later in this section.

Remuneration – CEO pay for performance impact (bar chart)

In addition to the base salary and performance-related incentive pay, our executives are eligible for a range of benefits and perquisites. The remuneration structure is in line with market compensation practices as well as Belgian corporate governance legislation and European regulations on executive compensation.

The GNCC makes compensation proposals for the CEO to the Board. The CEO provides compensation recommendations for the other Executive Committee members to the GNCC for endorsement.

Below we describe how each element of remuneration is determined and how performance is embedded in the variable components.

Fixed compensation component: base salary

The target base salary is defined in relation to the specific job dimensions and the median level of base salary that the market typically pays for such a role. The actual base salary level of the individual depends on the extent to which he/she impacts the business and their level of skill and experience. The evolution of base salary depends on the individual’s level of sustained performance and the evolution of the benchmark. Annual increases are largely in line with average salary movements across the wider workforce in the applicable geography.

Variable compensation components

Target variable compensation levels (bonus and long-term incentives or “LTI”) are set considering the median market level of our compensation peer group. These targets are subject to the application of performance multipliers which consider company performance, individual results as well as individual behaviors and a holistic consideration of long-term value creation for patients.

Variable compensation: bonus

The bonus is designed to reward employees for the performance of the company and of the individual over a time horizon of one year. The bonus target is subject to a double performance multiplier which consists of corporate and individual performance multipliers. The mechanism provides a direct link between individual contribution and company performance which are interdependent. The calculation mechanism delivers significant value when both company and individual performance are excellent. Conversely if company and/or individual performance levels are lower than expectations this is reflected through significantly diminished value. As the bonus calculation is based on a double multiplier, a Corporate Performance Multiplier of 0% results in there being no bonus payout, regardless of individual performance. An Individual Performance Multiplier of 0% also results in there being no bonus payout, regardless of Corporate performance.

To drive a focus on revenue growth but also on underlying profitability, UCB considers annual Recurring Earnings Before Interest Tax Depreciation and Amortization (“REBITDA”) as the short-term corporate performance metric for its executives and for the wider workforce. The Corporate Performance Multiplier (“CPM”) is defined by the percentage of actual REBITDA versus the budget, at constant exchange rates, translated into a payout curve which ensures that only an acceptable range of performance is rewarded. The target is set at a level that the GNCC considers to be suitably challenging. A threshold is set at a level that is deemed to be the minimum acceptable level of performance, and as the target is stretched, the maximum can only be reached if truly exceptional performance is attained.

The payout curve for senior management is currently set as follows:

 

 

Recurring EBITDA vs. target

Payout

<85%

0%

85%

30%

93%

90%

100%

100%

106%

110%

113%

150%

 

 

The Individual Performance Multiplier (“IPM”) is defined considering the extent to which annual objectives have been met as well as the behaviors demonstrated by the individual, evaluated against UCB’s Patient Value principles.

The objectives for the CEO are proposed by the GNCC for approval by the Board of Directors. For the CEO as well as the Executive Committee, these objectives are set and agreed at the beginning of the year. Feedback is shared with each Executive Committee member throughout the year, to ensure a sharp focus on expected results and to provide essential input into areas of improvement and development. A final review is conducted at the end of the performance period. During the year-end review, the GNCC proposes the Individual Performance Multiplier (“IPM”) for the CEO to the Board based on the performance assessment at the end of the cycle. The CEO proposes the IPM for each of the other Executive Committee members to the GNCC for endorsement. In discussing individual performance, the GNCC considers the achievement of the financial, quantitative objectives of the CEO as well as the non-financial aspects.

For the CEO and the Executive Committee, the review includes the extent to which the individuals have carried out their duties in line with UCB’s Patient Value principles and expected leadership behaviors.

Non-financial criteria on which each Executive Committee member is evaluated include:

  • Achievements in line with UCB’s strategic priorities, both financial and non-financial
  • Strategic input and impact
  • Leadership in line with our Patient Value principles

The target bonus is set at 90% of base salary for the CEO and 65% for the other Executive Committee members in line with market practices. The overall bonus opportunity is capped at 175% of the target for the CEO and the Executive Committee.

Variable compensation: Long-Term Incentives (LTI)

To ensure sustainable performance, our Upper Management remuneration practice links a significant portion of equity-based compensation to mid-term and long-term company financial and non-financial strategic goals. The LTI program is benchmarked against European biopharmaceutical company practices. Our current program for our executive committee is a two-tiered incentive program which includes a stock option plan and a performance share plan. To ensure a high company performance driven focus, Stock awards, that vest based on time-based criteria, are part of our LTI mix for others in the organization, but not for our Executive Committee since 2019. Eligibility for participation in the LTI Plans is at the Board’s discretion.

The long-term incentive target is expressed as a percentage of base pay. At target levels long-term incentives represent 140% of base pay for the CEO and 80% for the other Executive Committee members. The actual grant size is adjusted in view of individual performance considering a mix of short-term achievements and the impact on long-term value creation. The resulting value is translated into a number of long-term incentives using the binomial value of each award and spread across our long-term incentive vehicles based on the following allocation.

Remuneration – LTI vehicles (pie chart)

Stock options

The Stock Option Plans allow the beneficiary to purchase a UCB share at a certain price following the defined vesting periods. The vesting period is typically three years from the date of grant but can be longer depending on local practices. Once vested, stock options can be exercised when the share price exceeds the grant price and thus executives are incentivized to increase the share price over the vesting period. Other vehicles which follow the same rules as the Stock Option Plans may be used outside of Belgium depending on local practices. UCB does not facilitate the entering into derivative contracts related to Stock Options, or hedge the risk attached, as this is not consistent with the purpose of the Stock Options. In the U.S., Stock Appreciation Rights are granted instead of stock options. These follow the same vesting rules as the Stock Option Plans but are settled in cash rather than in shares according to the appreciation in value of UCB stock. All stock options and stock appreciation rights expire on their tenth anniversary from the date of grant. The grant price is fixed on the grant date without further discount on the underlying UCB share price. For executives holding a Belgian contract taxes are due at the moment of grant based on the underlying value of the options.

Performance share plan

The Performance Share Plan aims at rewarding senior executives for specific achievements aligned with company strategic priorities. Performance shares are grants of UCB common stock to the executive group for which certain pre-established company-wide targets must be met at the time of vesting to trigger payout. The performance criteria and targets are defined by the Board upon proposal of the GNCC at the time of grant. The metrics used in this plan must be relevant to company and stakeholders’ interests while being within the influence and control of our executives. They also must be measurable over the plan’s time horizon of 3 years.

The number of shares awarded is adjusted at the end of the vesting period, 3 years later, based on the company’s performance against its goals over its period. If actual company performance is below a specified threshold or the beneficiary leaves prior to vesting, then no shares are awarded. The maximum award is 150% of the original grant which is due if results are significantly above the original targets. The target is set at a level which is sufficiently stretched, and the maximum is linked to performance that would be considered exceptional.

The 2019 grant was based on the following performance criteria to be measured at the end of 2021:

Remuneration – LTI grant based on performance criteria (pie chart)

With UCB’s current mid-term strategic priorities, the plan currently has two criteria: Adjusted Cumulative Operating Cashflow and Compounded Revenue Growth, to ensure a continued emphasis on growth and sustainability, so that we can continue to invest in innovative solutions for patients.

Given that the current mix of LTI consists of performance shares that only vest upon meeting stretch performance goals, and stock options, which are by design long-term vehicles, UCB does not currently require the CEO or the Executive Committee member to hold a minimum threshold of shares. The weight of LTI in our overall pay mix results in our Executive Committee members having a meaningful stake in unvested (and vested) LTI at any moment. We continue to monitor emerging practices around shareholding guidelines to ensure alignment with shareholder interests.

Employee stock purchase plan (U.S. Only)

The Employee Stock Purchase Plan provides employees with an opportunity to purchase UCB common shares with a 15% discount. The plan has been established as a means of further aligning the interests of the employees with those of UCB’s shareholders.

Other Comments on Variable Plans

The GNCC has considered the feasibility of applying claw-back and malus conditions in its variable pay plans. Given the uncertainties around the validity and interest of claw-back clauses under Belgian law, UCB has currently not introduced claw-back provisions in its variable pay programs.

The GNCC will continue to closely monitor the evolution of these practices in Belgium.

Pensions

As the Executive Committee is international in composition the members participate in the pension plans available in their country of contract. Each plan varies in line with the local competitive and legal environment. All defined benefit plans at UCB are either frozen or closed to new entrants to the extent feasible. Any new Executive Committee members would therefore automatically join either a defined contribution or cash balance plan.

Belgium

The Executive Committee members participate in a cash balance retirement benefit plan which is fully funded by UCB. This is the same plan as applicable to other Belgian eligible employees. The benefit at retirement age is the capitalization at a guaranteed rate of return of the employer’s annual contributions during affiliation with the plan. 

The Executive Committee members also participate in the UCB Executive supplementary defined contribution plan.

The CEO participates in the same plans applicable to the other Belgian-based Executive Committee members.

U.S.

Members participate in the UCB Retirement Savings Plan. The plan is composed of qualified and non-qualified components. UCB’s total contribution under the plan ranges depending on annual pay and age. Contributions up to the Internal Revenue Services (“IRS”) limits are made in the qualified part of the plan. Contributions above this IRS limit are made in the non-qualified component.

The Executive Committee members can also participate in a deferred compensation plan which is fully funded by the employees. Participants contribute on individual basis and can defer salary and/or bonus.

Germany

Detlef Thielgen and Iris Löw-Friedrich are covered by a closed defined benefit pension plan. The plan promises pensions in case of retirement, disability and death. Benefits in case of retirement and disability amount to 50% of the last annual base salary before retirement or disability. Alexander Moscho, who joined UCB in 2017, has a defined contribution pension plan.

Other remuneration elements

Members of the Executive Committee participate in an international healthcare plan and to an executive life insurance. Executive Committee members are also provided with certain executive perquisites such as a company car and other benefits in kind. All these elements are disclosed in the below section Compensation of the Chief Executive Officer and the Executive Committee. The remuneration policy for the members of the Executive Committee is extensively described in UCB’s Charter of Corporate Governance (under 5.4.) available on the UCB website.

Termination arrangements

Given the international character of our Executive Committee as well as the dispersal of our various activities across different geographies our members have agreements governed by different legal jurisdictions.

A Belgian service contract was established during 2014 for Jean-Christophe Tellier and maintains similar termination conditions to those that were in place under his previous U.S. employment agreement comprising a lump sum equal to 18 months base compensation plus the average of the actual bonuses paid for the three previous years in case the contract is terminated by the company or in case of a change of control of UCB.

Several Executive Committee agreements (Emmanuel Caeymaex, Iris Löw-Friedrich and Detlef Thielgen) were signed before the entry into force of the Belgian Corporate Governance law of 6 April 2010 which limits the level of termination indemnities.

Detlef Thielgen and Emmanuel Caeymaex have no specific termination provisions in their Belgian contracts. In case of involuntary termination, local employment law and practices would apply.

Jean-Luc Fleurial, Dhavalkumar Patel, Pascale Richetta, Bharat Tewarie and Charl van Zyl have Belgian employment contracts and each has a termination clause which entitles them to a severance payment of 12 months base salary and bonus in case the contract is terminated by the company or in case of a change of control of UCB.

Iris Löw-Friedrich and Alexander Moscho both have a German employment agreement which provides a six months’ notice period and a termination indemnity equal to one-year base salary and bonus.

Kirsten Lund-Jurgensen, who holds a U.S. employment agreement, has a termination clause which would entitle her to a severance payment of 12 months base salary in case the contract is terminated by the company.

Bill Silbey, who holds a U.S. employment agreement, has a termination clause which would entitle him to a severance payment of 12 months base salary and bonus should there be an involuntary termination of the employment agreement or in case of change of control in UCB.

Jeff Wren, who holds a U.S. employment agreement, has a termination clause which would entitle him to a severance payment of 12 months base salary in case the contract is terminated by the company.

Jeff Wren and Bharat Tewarie left UCB on 31 December 2019. Settlement agreements were concluded in line with UCB’s practices for Executive Committee members, which are fully compliant with Belgian legislation, i.e. they did not exceed 12 months base salary and bonus.

3.7.4 Remuneration policy as of 2020

The GNCC will continue to monitor our Executive remuneration practices and make recommendations that align these to our reward strategy. No material changes are currently planned for 2020.  

3.7.5 Compensation of the Chief Executive Officer and the Executive Committee

The remuneration of the CEO as described above is composed of base salary short-term and long-term incentives as well as perquisites and benefits. In addition, he is entitled to a director fees as Board member of UCB SA. The remuneration granted directly or indirectly to the CEO by UCB or any other of its affiliates in 2019 amounted to:

  • Base salary: € 1 104 547;
  • Short-term incentive (bonus) paid in 2020 and relating to the financial year 2019: € 1 368 750;
  • Long-term incentives (number of UCB shares and options): see section below;
  • Other components of the remuneration such as the cost of pension and insurance coverage, the value of fringe benefits and other contractual obligations: € 990 231 thereof € 366 056 being the retirement benefit (based on service cost).

The CEO’s total compensation (base salary + bonus + LTI) for 2019 amounts to € 4 739 275 (excluding pension contributions and other benefits).

Other members of the Executive Committee

The amount of compensation stated below reflects the amount the Executive Committee members have earned in 2019 based on their effective period in service as Executive Committee members (see above section “Composition of the Executive Committee”).

The remuneration and other benefits granted directly or indirectly on a global basis to all the other members of the Executive Committee by the company or any other affiliate belonging to the group in 2019 amount to:

  • Base salaries (earned in 2019): € 6 085 970;
  • Short-term incentive (bonus) paid in 2020 and relating to financial year 2019: € 4 365 964;
  • Long-term incentive (number of UCB shares and options): see section below;
  • Other components of the remuneration such as the cost of pension and insurance coverage, the value of other fringe benefits, termination payments and other contractual obligations: € 6 965 147 thereof € 2 899 511 being the amount of retirement benefit (based on service cost).

The aggregated Executive Committee compensation (base salary + bonus + LTI) for 2019 amounts to: € 19 566 387 (excluding pension contributions and other benefits).

Long-term incentives granted in 2019

 

 

 

 

 

 

 

 

 

Stock options1

Binomial Value Stock Option2

Stock awards3

Binomial Value Stock Awards4

Performance shares5

Binomial Value Performance Shares6

Total Binomial Value LTI7

1

Number of rights to acquire one UCB share at a price of € 76.09 between 1 April 2022 and 31 March 2029 (between 1 January 2023 and 31 March 2029 for Jean-Christophe Tellier, Emmanuel Caeymaex, Jean-Luc Fleurial, Dhaval Patel, Pascale Richetta, Bharat Tewarie, Detlef Thielgen and Charl van Zyl). Number of rights to benefit from the increase in share price between grant and exercise with an exercise price of € 76.56 between 1 April 2022 and 31 March 2029 for Bill Silbey and Jeff Wren.

2

The value of the 2019 stock options has been calculated based on the binomial methodology at € 18.34 as defined by Willis Towers Watson.

3

Number of UCB shares (or phantom shares) to be delivered for free if still employed by UCB on the vesting date.

4

The value of the 1 August 2019 stock awards has been calculated based on the binomial methodology at € 68.22 per share award as defined by Willis Towers Watson.

5

Number of UCB shares (or phantom shares) to be delivered for free after a vesting period of three years if still employed by UCB and upon fulfillment of predefined performance conditions.

6

The value of the 2019 performance shares has been calculated based on the binomial methodology at € 55.50 per performance share.

7

Binomial valuation: an objective technique for pricing long-term incentives and which determines a fair value of the stock price over the life of a long-term incentive.

8

Kirsten Lund-Jurgensen was awarded 21 000 Sign On Awards when joining UCB. The value of the sign on awards has been calculated based on the binomial methodology at € 68.22 per share awards as defined by Willis Towers Watson. Kirsten joined after the yearly grant of LTI. The awards vest over multiple years upon condition of being in service on the dates of vesting.

9

Dhaval Patel was awarded 21 000 UCB phantom shares on 1 October 2019 with performance conditions, in addition to the annual grant of 1 April 2019. The value of the phantom performance shares has been calculated based on the binomial methodology at € 64.18 per performance share as defined by Willis Towers Watson. The award is scheduled to vest over multiple years upon condition of being in service on the dates of vesting and upon meeting performance criteria prior to each vesting.

Jean-Christophe Tellier

39 623

726 686

 

 

27 735

1 539 293

2 265 979

Emmanuel Caeymaex

10 499

192 552

 

 

7 349

407 870

600 422

Jean-Luc Fleurial

8 405

154 148

 

 

5 883

326 507

480 655

Iris Löw-Friedrich

10 739

196 953

 

 

7 517

417 194

614 147

Kirsten Lund-Jurgensen8

 

 

21 000

1 432 620

 

 

1 432 620

Alexander Moscho

8 922

163 629

 

 

6 245

346 598

510 227

Dhaval Patel9

14 142

259 364

 

 

30 899

1 900 442

2 159 806

Pascale Richetta

10 700

196 238

 

 

7 489

415 640

611 878

Bill Silbey

8 947

164 088

 

 

6 263

347 597

511 685

Bharat Tewarie

6 337

116 221

 

 

4 436

246 198

362 419

Detlef Thielgen

11 084

203 281

 

 

7 759

430 625

633 906

Charl van Zyl

12 336

226 242

 

 

8 635

479 243

705 485

Jeff Wren

8 590

157 541

 

 

6 012

333 666

491 207

Long-term incentives vesting in 2019

Below is a schedule showing the long-term incentives granted to the Executive Committee members in previous years (reported in previous annual reports) and which have vested or have been exercised during the calendar year 2019 (not to be aggregated with the information in the above table which details the long-term incentives granted in 2019).

 

 

 

 

 

 

 

 

 

Stock options

Stock awards

Performance shares

 

Number vested (not exercised)1

Number exercised2

Number vested

Total value upon vesting (€)3

Total number of shares vested

Shares vested (% of granted shares)4

Total value upon vesting (€)

1

The stock options granted to Iris Löw-Friedrich on 1 April 2016 vested on 1 April 2019 and have an exercise price of € 67.24. The stock appreciation rights granted to Bill Silbey and Jeff Wren on 1 April 2016 vested on 1 April 2019 and have an exercise price of € 67.24. The stock options granted to Jean-Christophe Tellier, Detlef Thielgen, Bharat Tewarie and Emmanuel Caeymaex on 1 April 2015 vested on 1 January 2019 and have an exercise price of € 67.35.

2

Iris Loew-Friedrich exercised stock options granted to her on 1 April 2010 with an exercise price of € 31.62. Detlef Thielgen exercised stock options granted to him on 1 April 2010, 1 April 2011 and on 1 April 2012 with an exercise price of € 31.62, € 26.72 and € 32.36.

3

Upon vesting on 1 April 2019, the UCB share had a value of € 77.17, which represents the market value of the shares delivered on the vesting date determined as the average of the high and the low price of UCB shares on that date. For Iris Löw-Friedrich the UCB share had a value of € 76.44, which represents the low price of the UCB shares on that date (according to the German tax legislation).

4

The Performance Shares granted in 2016 were paid out at 84.5% based on the results achieved vs. the performance conditions set at grant.

5

Jean-Luc Fleurial, Charl van Zyl, Alexander Moscho, Dhaval Patel and Kirsten Lund-Jurgensen joined UCB after the 2016 LTI grant.

6

Upon vesting on 1 September 2019, of the sign on award granted to Jean-Luc Fleurial, the UCB share had a value of € 67.45, which represents the market value of the shares delivered on the vesting date determined as the average of the high and the low price of UCB shares on that date.

7

Upon vesting on 1 October 2019, of the sign on awards granted to Dhaval Patel, the UCB share had a value of € 66.41, which represents the market value of the shares delivered on the vesting date determined as the average of the high and the low price of UCB shares on that date. Upon vesting on 1 October 2019, of the sign on awards granted to Alexander Moscho, the UCB share had a value of € 65.76, which represents the market value of the shares delivered on the vesting date determined as the low price of UCB shares on that date (according to the German tax legislation).

Jean-Christophe Tellier

46 800

 

9 488

732 189

19 660

84.5%

1 282 025

Emmanuel Caeymaex

9 191

 

2 423

186 983

5 020

84.5%

327 355

Jean-Luc Fleurial5,6

 

 

1 500

101 175

 

 

 

Iris Löw-Friedrich

14 401

15 000

3 522

269 222

7 298

84.5%

471 405

Kirsten Lund-Jurgensen5

 

 

 

 

 

 

 

Alexander Moscho5,7

 

 

3 000

197 280

 

 

 

Dhaval Patel5,7

 

 

7 500

498 075

 

 

 

Pascale Richetta

 

 

2 499

192 848

5 179

84.5%

337 696

Bill Silbey

2 126

 

520

40 128

1 078

84.5%

70 302

Bharat Tewarie

11 234

 

2 326

179 497

4 820

84.5%

314 313

Detlef Thielgen

17 621

45 000

3 691

284 834

7 649

84.5%

498 750

Charl van Zyl5

 

 

 

 

 

 

 

Jeff Wren

10 581

 

2 588

199 716

4 532

84.5%

295 561

2020 Long-term incentive grant

UCB’s policy is to grant a number of long-term incentives based on the individual performance for the performance year while also considering individual impact on long-term value creation. The grant is made on 1 April, following the close of the performance year. The grant size is based on a valuation and share price defined in the policy. The actual grant value is only known on 1 April based on the share price on that day. Below can be found the number of options and performance shares to be granted on 1 April 2020. The resulting grant value will be reported in next year’s remuneration report.

 

 

 

 

Stock options 2020

Performance shares 2020

Jean-Christophe Tellier

40 214

27 024

Emmanuel Caeymaex

10 966

7 369

Jean-Luc Fleurial

8 695

5 843

Iris Löw-Friedrich

11 775

7 913

Kirsten Lund-Jurgensen

8 617

5 791

Dhaval Patel

13 328

8 957

Bill Silbey

10 858

7 297

Charl van Zyl

12 520

8 413

 

 

 

Relevant GRI Indicators

102-12 gri-id12:102-12